ex4-3june2008.htm


    EXHIBIT 4.3

     

    

      THIS EXTENSION AGREEMENT made
as of the 26th day of
December, 2007.

      


      B E T W E
E N :

      


      CONSOLIDATED MERCANTILE
INCORPORATED,

      a company existing under
the

      laws of the Province of
Ontario,

      


      (hereinafter referred to as the "Vendor")

      


      OF THE FIRST PART;

      


      - and -

      


      337572 ONTARIO
LIMITED,

      a company existing under
the

      laws of the Province of
Ontario,

      


      (hereinafter referred to as the "Purchaser")

      


      OF THE SECOND PART;

      


      - and -

      


      ALAN KORNBLUM,

      of the Province of
Ontario,

      


      (hereinafter referred to as the "Principal")

      


      OF THE THIRD PART;

      


      - and -

      


      DISTINCTIVE DESIGNS FURNITURE
INC.,

      a company existing under
the

      laws of the Province of
Ontario,

      


      (hereinafter referred to as the "Company")

      


      OF THE FOURTH PART.

      


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      WHEREAS the parties hereto
entered into a Securities Purchase Agreement dated the 29th day of
November, 2007 (the "Purchase
Agreement");

      


      AND WHEREAS the Purchaser has
advised the Vendor that the Purchaser may not have the funding to pay the
portion of the Purchase Price due and payable on the Closing Date.

      


      NOW THEREFORE THIS AGREEMENT
WITNESSETH that, in consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration (the receipt and
sufficiency of which is hereby acknowledged), the parties hereto covenant and
agree with each other as follows:

      


      


      ARTICLE
1:  EXTENSION OF PAYMENT DATE

      OF PURCHASE OF
SECURITIES

      


      1.1                      Agreement to Extension of
Payment of Debt Purchase Funds.  Subject to the terms and
conditions hereof, the Vendor agrees to extend the Closing Date to a date no
later than January 15, 2008 (the "Payment Extension
Date").

      


      1.2                      Penalty for Payment beyond
Payment Extension Date.  Subject to the terms and conditions
hereof, in the event that the balance of the Purchase Price due on the Closing
Date is not paid to the Vendor by the Purchaser by the Payment Extension Date,
the Purchaser agrees to pay to the Vendor a non-performance penalty of Two
Hundred Thousand Dollars ($200,000.00) (the "Non-Performance Penalty") in
addition to the Purchase Price set out in section 2.1 of the Purchase Agreement
and the Purchaser waives any extension, protest, demand of the Non-Performance
Penalty.

      


      1.3                   Penalty for failure to
perform by Payment Extension Date.  Subject to the terms and
conditions hereof, in the event that the Vendor shall fail to close the
transaction contemplated therein on or before the Payment Extension Date, the
Vendor shall pay to the Purchaser a non-performance penalty of Two Hundred
Thousand Dollars ($200,000.00) (the “Vendor Non-Performance
Penalty”).

      


      1.4                      Effective
Date.  Subject to the terms and conditions hereof, the Vendor
and the Purchaser agree that notwithstanding the Payment Extension Date, the
effective date of the Purchase Agreement shall be the date first contemplated in
the Purchase Agreement, being December 28, 2007 (the "Effective Date"), and that the
Purchaser shall acquire effective control of the Company on the Effective
Date.

      


      


      ARTICLE
2:  GENERAL

      


      2.1                      Further
Assurances.  Each of the parties hereto from time to time at
the request and expense of any of the other parties hereto and without further
consideration, shall execute and deliver such other instruments of transfer,
conveyance and assignment and take such further actions as the other parties may
require to more effectively complete any matter provided for
herein.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      2.2                      Counterparts.  This
Agreement may be executed in one or more counterparts, each of which so executed
shall constitute an original and of which together shall constitute one and the
same instrument, provided that this Agreement may be treated by the Vendor as a
separate Agreement in respect of the Purchaser.

      


      IN WITNESS WHEREOF this Agreement has
been executed by the parties hereto.

      


      CONSOLIDATED MERCANTILE
INCORPORATED

      


      


      Per:                                                                

      Authorized Signing
Officer

      


      


      337572 ONTARIO LIMITED

      


      


      Per:                                                                

      Authorized Signing
Officer

      


      


      


      Witness                                                      ALAN KORNBLUM

      


      


      DISTINCTIVE DESIGNS FURNITURE
INC.

      


      


      Per:                                                                

      Authorized Signing
Officer